Common use of Removal of Lender Clause in Contracts

Removal of Lender. In the event that any Lender Party (an "AFFECTED LENDER") (a) demands payment of costs or additional amounts pursuant to Section 2.10 or Section 2.12, (b) asserts, pursuant to Section 2.10(d) that it is unlawful for such Affected Lender to make Eurodollar Rate Advances, or (c) which was a Coastwise Citizen at the time it became a Lender hereunder but thereafter lost its status as such, then (subject, with respect to clauses (a) and (b) hereof, to such Affected Lender's right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below and so long as no Event of Default exists) the Borrower may, upon 20 days' prior written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause such Affected Lender to assign all of its rights and obligations under the Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) to an Eligible Assignee selected by the Borrower which is reasonably satisfactory to the Administrative Agent, so long as such Affected Lender receives payment in full in cash of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Affected Lender as of the effective date of such assignment (including, without limitation, amounts owing to such Affected Lender pursuant to Section 2.3, 2.4, 2.7, 2.8, 2.10 or 2.12) and in such case such Affected Lender agrees to make such assignment, and such assignee shall agree to accept such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 11.

Removal of Lender. In the event that If (i) any Lender Party (an "AFFECTED LENDER") (a) demands payment of costs requests compensation under Section 2.12 or additional amounts pursuant to Section 2.10 or Section 2.12, (b) asserts, asserts pursuant to Section 2.10(d) that it is unlawful for such Affected Lender to make Eurodollar Rate Advances, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, (ciii) which was a Coastwise Citizen at the time it became a Lender hereunder but thereafter lost its status as such(a “Non-Consenting Lender”) does not consent to a proposed change, then (subjectwaiver, discharge or termination with respect to clauses any Loan Document that has been approved by the Required Lenders as provided in Section 11.1 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (aas applicable) and and, or (biv) hereofany Lender is a Defaulting Lender, to such Affected Lender's right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below and so long as no Event of Default exists) then the Borrower may, at its sole expense and effort, upon 20 days' prior written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause require such Affected Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.7), all of its interests, rights and obligations under the this Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) related Loan Documents to an Eligible Assignee selected by assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower which is reasonably satisfactory shall have paid to the Administrative Agent, so long as Agent the assignment fee specified in Section 11.7(b); (b) such Affected Lender receives shall have received payment in full in cash of an amount equal to the outstanding principal amount of all Advances made by it and all its Obligations, accrued and unpaid interest thereon thereon, accrued fees and all other amounts due and payable to such Affected Lender as of it hereunder and under the effective date other Loan Documents (including any amounts under Section 11.4(e)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment (including, without limitation, amounts owing resulting from a claim for compensation under Section 2.10 or payments required to such Affected Lender be made pursuant to Section 2.32.12, 2.4, 2.7, 2.8, 2.10 or 2.12) and such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such Affected assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender agrees to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in Letters of Credit and Swing Line Advances pursuant to this Section 2.16 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption. A Lender shall not be required to make any such assignmentassignment or delegation if, and prior thereto, as a result of a waiver by such assignee shall agree Lender or otherwise, the circumstances entitling the Borrower to accept require such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 11delegation cease to apply.

Removal of Lender. In the event that any Lender Party (an "AFFECTED LENDER") ) (a) demands payment of costs or additional amounts pursuant to Section 2.10 or Section 2.12, 2.12 or (b) asserts, pursuant to Section 2.10(d) that it is unlawful for such Affected Lender to make Eurodollar Rate Advances, or (c) which was a Coastwise Citizen at the time it became a Lender hereunder but thereafter lost its status as such, then (subject, with respect to clauses (a) and (b) hereof, subject to such Affected Lender's right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below and below), so long as no Event of Default exists) exists the Borrower may, upon 20 days' prior express written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause such Affected Lender to assign all of its rights and obligations under the this Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) to an Eligible Assignee selected by the Borrower which is reasonably satisfactory to the Administrative Agent, so long as such Affected Lender receives payment in full in cash immediately available funds of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Affected Lender as of the effective date of such assignment (including, without limitation, amounts owing to such Affected Lender pursuant to Section 2.3, 2.4, 2.7, 2.8, 2.10 or 2.12) and in such case such Affected Lender agrees to make such assignment, and such assignee shall agree to accept such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 1111.7. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 2.16, the Borrower shall continue to pay to the Affected Lender any Obligations as they become due and payable.

Removal of Lender. In the event that any Lender Party (an "AFFECTED LENDER") (ai) demands payment of costs or additional amounts pursuant fails to make a Loan as required under Section 2.10 or Section 2.122.4, (bii) assertsnotifies the Borrowers, pursuant to Section 2.10(dSections 2.11(a)(ii)(A) or 2.11(a)(ii)(B), respectively, that it is impracticable or unlawful for such Affected Lender to make or to continue a Eurodollar Loan or that the Eurodollar Rate Advances, or (c) which was no longer represents the effective cost of a Coastwise Citizen at the time it became a Lender hereunder but thereafter lost its status as such, then (subject, with respect to clauses (a) and (b) hereof, Eurodollar Loan to such Affected Lender (subject to such Lender's right to rescind such demand or assertion within 10 7 days after the notice from the Borrower Borrowers referred to below below), or (iii) demands payment of costs and so long as additional amounts pursuant to Sections 2.11(b), 2.12 or 2.13, the Borrowers may, provided that no Default or Event of Default exists) the Borrower mayshall have occurred and be continuing, upon 20 15 days' prior written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause such Affected Lender (the "Replaced Lender") to assign all of its rights Loans and obligations under the Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) in full to an Eligible Assignee assignee financial institution selected by the Borrower which is reasonably satisfactory Borrowers and acceptable to the Administrative AgentAgent (a " Replacement Lender"), so long as at the time of such Affected replacement (A) such Replacement Lender shall enter into one or more joinder agreements as required by Section 9.1(a) (with all fees required pursuant to Section 9.1(a) to be paid by either the Borrowers or the Replacement Lender) pursuant to which the Replacement Lender shall acquire all the Commitments and all outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Lender, and (B) such Replaced Lender (w) receives payment in full in cash of the outstanding principal amount of all Advances Revolving Credit Loans made by it and accrued and unpaid interest thereon, (x) receives an amount equal to all unpaid drawings that have been funded by (and not reimbursed to) the Replaced Lender, together with all then unpaid interest thereon, (y) is relieved of its obligations as a participant under the then outstanding Letters of Credit, and (z) receives payment in full in cash of all accrued and unpaid interest thereon fees and all other amounts due and payable to such Affected Replaced Lender as of the effective date of such assignment (including, including without limitation, amounts owing pursuant to Sections 2.11(b), 2.12 and, if applicable, 2.13). Upon payment of the amounts required above, the Replaced Lender shall make such Affected assignment in accordance with the requirements of Section 9.1(a) and upon execution of the respective joinder agreement by the Replacement Lender, recordation of the assignment by the Agent and delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to be a Lender hereunder, except with respect to indemnification provisions under this Agreement (including without limitation, pursuant to Section 2.311.3), 2.4, 2.7, 2.8, 2.10 or 2.12) and in which shall survive as to such case such Affected Lender agrees to make such assignment, and such assignee shall agree to accept such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 11Replaced Lender.

Removal of Lender. In the event that any Lender Party (an "AFFECTED LENDERAffected Lender") ) (a) demands payment of costs or additional amounts pursuant to Section 2.10 or Section 2.12, 2.12 or (b) asserts, pursuant to Section 2.10(d) that it is unlawful for such Affected Lender to make Eurodollar Rate Advances, or (c) which was a Coastwise Citizen at the time it became a Lender hereunder but thereafter lost its status as such, then (subject, with respect to clauses (a) and (b) hereof, subject to such Affected Lender's right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below and so long as no Event of Default exists) the Borrower may, upon 20 days' prior written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause such Affected Lender to assign all of its rights and obligations under the Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) to an Eligible Assignee selected by the Borrower which is reasonably satisfactory to the Administrative Agent, so long as such Affected Lender receives payment in full in cash of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Affected Lender as of the effective date of such assignment (including, without limitation, amounts owing to such Affected Lender pursuant to Section 2.3, 2.4, 2.7, 2.8, 2.10 or 2.12) and in such case such Affected Lender agrees to make such assignment, and such assignee shall agree to accept such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 11.